Common use of Purchase Consideration Clause in Contracts

Purchase Consideration. (a) Subject to the terms and conditions of this Agreement and in particular, subject to Sections 2.2(c) and 2.12, the Purchase Consideration for all of the Purchased Shares shall be comprised of: (i) a number of Village Farms Shares (the “Share Tranche 1 Consideration”) corresponding to an aggregate issuance price of $22,100,000 divided by a price per Village Farms Share equal to the higher of (A) US$12.00 or (B) the ten (10)-day VWAP of Village Farms Shares traded on the NASDAQ or another exchange according to Bloomberg as of the last trading day prior to the Closing Date (the “Share Tranche 1 Issuance Price”), a portion of which equal to a number of Village Farms Shares corresponding to an aggregate purchase price of $2.5 Million divided by the Share Tranche 1 Issuance Price shall be held in escrow (the “Escrowed Shares”), plus (ii) a number of Village Farms Shares (the “Share Tranche 2 Consideration” and together with the Share Tranche 1 Consideration, the “Share Consideration”) corresponding to (A) an aggregate issuance price of $10,000,000, divided by (B) a price per Village Farms Share equal to the ten (10)-day VWAP of Village Farms Shares traded on the NASDAQ or another exchange according to Bloomberg as of the last trading day prior to the Closing Date (the “Share Tranche 2 Issuance Price”), plus (iii) cash in an amount equal to $19,900,000, minus (i) the Debt Cash Repayment, minus (ii) the Closing Transaction Expenses, minus (iii) $2.5 million, which amount shall be held in escrow in accordance with the Escrow Agreement (the “Escrowed Cash”), (collectively, the “Closing Cash Payment”). (b) Notwithstanding anything else in this Agreement, the Purchaser shall have the sole unfettered discretion to replace at any time any portion of the Share Consideration with an equivalent cash amount payable as at the same date as such Share Consideration is required to be paid pursuant to this Agreement. (c) Notwithstanding anything else in this Agreement, only whole Village Farms Shares (including for greater clarity the Escrowed Shares) shall be issued pursuant to this Agreement and the number of Village Farms Shares to be issued at any time to a Seller or to the Escrow Agent hereunder shall be rounded up or down to the nearest whole number, if applicable.

Purchase Consideration. The aggregate consideration for the Acquired Assets (the “Purchase Consideration”) is: (a) Subject to an amount of cash (the terms and conditions of this Agreement and in particular, subject to Sections 2.2(c“Cash Consideration”) and 2.12, the Purchase Consideration for all of the Purchased Shares shall be comprised of: equal to: (i) a number of Village Farms Shares thirty two million five hundred thousand and 00/100 U.S. Dollars ($32,500,000) (the “Share Tranche 1 Initial Cash Consideration”) corresponding to an aggregate issuance price of $22,100,000 divided by a price per Village Farms Share equal to the higher of (A) US$12.00 or (B) the ten (10)-day VWAP of Village Farms Shares traded on the NASDAQ or another exchange according to Bloomberg as of the last trading day prior to the Closing Date (the “Share Tranche 1 Issuance Price”), a portion of which equal to a number of Village Farms Shares corresponding to an aggregate purchase price of $2.5 Million divided by the Share Tranche 1 Issuance Price shall be held in escrow (the “Escrowed Shares”), plus (ii) a number of Village Farms Shares (the “Share Tranche 2 Consideration” and together with the Share Tranche 1 Consideration, the “Share Consideration”) corresponding to (A) an aggregate issuance price of $10,000,000, divided by (B) a price per Village Farms Share equal to the ten (10)-day VWAP of Village Farms Shares traded on the NASDAQ or another exchange according to Bloomberg as of the last trading day prior to the Closing Date (the “Share Tranche 2 Issuance Price”), plus (iii) cash in an amount equal to $19,900,000, minus (i) the Debt Cash Repayment, minus (ii) the Closing Transaction Expensesamount, minus if any, by which (iiiA) $2.5 million, which amount shall be held in escrow each Seller’s current assets (excluding current or deferred Tax assets) as historically calculated in accordance with the Escrow Agreement Sellers’ past practices as of 12:01 A.M. Eastern time on the Closing Date that are included in the Acquired Assets, minus each Seller’s current liabilities (excluding Indebtedness, Transaction Expenses and deferred Tax Liabilities) as historically calculated in accordance with the Sellers’ past practices as of 12:01 A.M. Eastern time on the Closing Date that are included in the Assumed Liabilities (“Escrowed CashNet Working Capital”), is less than (collectivelyB) the Net Working Capital Target; plus (iii) the amount, if any, by which the “Closing Cash Payment”)Net Working Capital is more than the Net Working Capital Target. (b) Notwithstanding anything else in this Agreement, the Purchaser shall have the sole unfettered discretion to replace at any time any portion assumption of the Share Consideration with an equivalent cash amount payable as at the same date as such Share Consideration is required Assumed Liabilities, to be paid pursuant to this Agreementassumed on the Closing Date. (c) Notwithstanding anything else in this AgreementAgreement to the contrary, only the Purchaser and Holdings shall be permitted to round down the number of any Equity Consideration Shares to be issued to the Owner pursuant to this Agreement to the nearest whole Village Farms number in order to avoid issuing any fractional shares, provided that to the extent that the number of such Equity Consideration Shares is “rounded down”, the Purchaser shall also pay or cause to be paid to the Sellers an amount of cash equal to the product obtained by multiplying (including for greater clarity i) such fraction of an Equity Consideration Share that has been rounded down by (ii) the Escrowed applicable per share issuance price with respect to such Equity Consideration Shares. (d) On the Payment Date, the Purchaser and Holdings may elect to pay some or all of the Cash Consideration through Equity Consideration Shares in lieu of cash, subject to the terms set forth below; provided that at least One Million Three Hundred Thirty Five Thousand U.S. Dollars ($1,335,000) of the Cash Consideration shall be paid in cash. (e) If the Purchaser and Holdings elect to pay ten percent (10%) or less of the Cash Consideration in Equity Consideration Shares, such Equity Consideration Shares will be issued on the Payment Date by dividing the amount of Cash Consideration to be paid through Equity Consideration Shares by the Issuance Per Share Price. If the Purchaser and Holdings elect to pay more than 10% of the Cash Consideration through Equity Consideration Shares in lieu of cash, then: (i) Twenty percent (20%) of the Equity Consideration Shares issued to the Seller Parties (the “Uncollared Equity Consideration Shares”) shall be issued pursuant on the Payment Date to this Agreement and the number Seller Parties at the Issuance Per Share Price, as calculated by dividing twenty percent (20%) of Village Farms the Cash Consideration to be paid in Equity Consideration Shares by the Issuance Per Share Price. (ii) Of the remaining eighty percent (80%) of the Equity Consideration Shares to be issued at any time to a Seller or to the Escrow Agent hereunder Seller Parties (the “Collared Equity Consideration Shares”), thirty percent (30%) of the Collared Equity Consideration Shares shall be rounded up or down issued on the Payment Date at the Issuance Per Share Price to the nearest whole numberSeller Parties, as calculated by dividing twenty four percent (24%) of the Cash Consideration to be paid in Equity Consideration Shares by the Issuance Per Share Price (the “Payment Date Collared Share Value”), provided, however, that if, on the first anniversary of the Payment Date, the First Anniversary Issuance Per Share Price is less than the Issuance Per Share Price, then, for each of the Collared Equity Consideration Shares issued pursuant to this Section 1.5(e)(ii) that the Seller Parties have retained as of the first anniversary of the Payment Date (the “Retained Collared Equity Shares”), Holdings shall issue additional Collared Equity Consideration Shares (the “True-Up Equity Consideration Shares”) to the Seller Parties equal to: (1) the Retained Collared Equity Shares multiplied by the Issuance Per Share Price, divided by (2) the First Anniversary Issuance Per Share Price, minus (3) the Retained Collared Equity Shares. (iii) The remainder of the Collared Equity Consideration Shares shall be issued on the first anniversary of the Payment Date (the “First Anniversary Issuance Date”) as follows: (1) If the First Anniversary Issuance Per Share Price is less than the Issuance Per Share Price, then an amount of Collared Equity Consideration Shares issued at the Issuance Per Share Price as needed to pay the remainder of the Cash Consideration owed to the Seller Parties. (2) If the First Anniversary Issuance Per Share Price is more than the Issuance Per Share Price but less than the Issuance Per Share Price Collar, then an amount of Collared Equity Consideration Shares that would have been issued at the Issuance Per Share Price as needed to pay the remainder of the Cash Consideration owed to the Seller Parties. (3) If the First Anniversary Issuance Per Share Price is more than the Issuance Per Share Price Collar, then an amount of Collared Equity Consideration Shares issued at the First Anniversary Issuance Per Share Price as needed to pay the remainder of the Cash Consideration owed to the Seller Parties. (4) In the event that the value of the Collared Equity Consideration Shares issued pursuant to Section 1.5(e)(ii), measured at the First Anniversary Issuance Per Share Price, exceeds 90% of the amount of the Purchase Consideration paid in Equity Consideration Shares, the Purchaser shall not issue any additional Collared Equity Consideration Shares to the Seller Parties, and the Seller Parties shall repay, in either cash or Collared Equity Consideration Shares, the amount by which the value of the Collared Equity Consideration Shares issued pursuant to Section 1.5(e)(ii), measured at the First Anniversary Issuance Per Share Price, exceeds 90% of the amount of the Purchase Consideration which was designated on the Payment Date to be paid in Equity Consideration Shares. (iv) The Seller Parties shall keep the Uncollared Equity Consideration Shares in a separate and distinct brokerage account from the Collared Equity Consideration Shares until all of the Equity Consideration Shares have been sold by the Seller Parties. provided, however, that if applicable.the Class A Common Stock of Holdings is not listed on the NYSE at the First Anniversary Issuance Date, Holdings shall pay to the Sellers on the First Anniversary Issuance Date an amount in cash equal to the value of the (i) remainder of the Cash Consideration not paid on the Payment Date plus (ii) (1) if the stock remains listed on any public stock exchange, the value of the True-Up Equity Consideration Shares or (2) if the stock is no longer listed on any public stock exchange, then the cash value

Purchase Consideration. In consideration for the purchase by the Buyer from the Seller and sale by the Seller to the Buyer of the Seller Interest, the Buyer and Seller agree as follows: (a) Buyer will issue 1,000,000 shares of common stock of the Buyer to the Seller (the “Consideration Shares”); (b) Buyer will pay the $1,000,000 installment payment to the Edsels due June 1, 2011, under the Promissory Note, and payable on the Closing Date, but no later than June 10, 2011, under the terms of the Novation and Assignment; (c) Buyer will assume all of the Seller’s obligations and liabilities under the Promissory Note and execute and deliver the Novation and Assignment; (d) Buyer will assume all of the Seller’s obligations and liabilities under the Pledge Agreement and the execution and delivery of the Amended and Restated Pledge Agreement; Membership Interest Purchase Agreement (e) Subject to the terms and conditions of this Agreement and in particular, subject to Sections 2.2(c) and 2.12, the Purchase Consideration for all of the Purchased Shares shall be comprised of: (i) Amended and Restated Pledge Agreement, Buyer will undertake to cause the Company to assign and transfer a number of Village Farms Shares 10% undivided interest in the Company Oil and Gas Properties (the “Share Tranche 1 ConsiderationSeller Retained Interest”) corresponding to an aggregate issuance price of $22,100,000 divided by a price per Village Farms Share equal to the higher Seller in exchange for the Retained Profits Interests upon full and complete payment and satisfaction of the obligations due under the Promissory Note and Amended and Restated Pledge Agreement; provided, however, that the Buyer shall retain a Buyer First Right to re-acquire the Retained Profits Interests and the Seller Retained Interest in accordance with Section 5.8; and (Af) US$12.00 or (B) Buyer will undertake to cause the ten (10)-day VWAP Company to make the distribution to the Seller of Village Farms Shares traded on cash held in the NASDAQ or another exchange according to Bloomberg bank accounts of the Company as of the last trading day prior Closing Date and remitted to the Closing Date Company through and including June 30, 2011 in the manner consistent with the past practices of the Company (the “Share Tranche 1 Issuance PriceJune Distribution”). The June Distribution will be made within five (5) business days of June 30, 2011. Except as otherwise contemplated by this Agreement, the Company will have no cash or cash equivalents and no current liabilities on the Closing Date. (g) The Buyer agrees to pay Pimuro Capital Partners, LLC (“Pimuro”), a portion of which equal to a number of Village Farms Shares corresponding to an aggregate purchase price of $2.5 Million divided by the Share Tranche 1 Issuance Price shall be held in escrow (the “Escrowed Shares”), plus (ii) a number of Village Farms Shares (the “Share Tranche 2 Consideration” and together with the Share Tranche 1 Consideration, the “Share Consideration”) corresponding to (A) an aggregate issuance price of $10,000,000, divided by (B) a price per Village Farms Share equal consultant to the ten (10)-day VWAP of Village Farms Shares traded on Seller who advised the NASDAQ or another exchange according to Bloomberg as of the last trading day prior Seller with regard to the Closing Date (the “Share Tranche 2 Issuance Price”), plus (iii) cash in an amount equal to $19,900,000, minus (i) the Debt Cash Repayment, minus (ii) the Closing Transaction Expenses, minus (iii) $2.5 million, which amount shall be held in escrow in accordance with the Escrow Agreement (the “Escrowed Cash”), (collectively, the “Closing Cash Payment”). (b) Notwithstanding anything else in and this Agreement, the Purchaser shall have fees, commissions, or expenses relating to such consulting arrangement between the sole unfettered discretion Seller and Pimuro in the amount and payable in accordance to replace at any time any portion of the Share Consideration with an equivalent cash amount payable Pimuro Payment Agreement attached here as at Exhibit J (the same date as such Share Consideration is required to be paid pursuant to this Agreement. “Pimuro Fees”). The payments under Sections 2.2(a), (b), (c), (d), (e) Notwithstanding anything else and (f) together with the convenants, representations, warranties and undertakings contemplated in this Agreement, only whole Village Farms Shares (including for greater clarity Agreement are collected referred to herein as the Escrowed Shares) shall be issued pursuant to this Agreement and the number of Village Farms Shares to be issued at any time to a Seller or to the Escrow Agent hereunder shall be rounded up or down to the nearest whole number, if applicable“Purchase Consideration”.

Purchase Consideration. (a) Subject On the Initial Closing Date, in consideration for the Shares, Purchaser shall deliver to each Seller a certificate representing the number of shares of Series I Preferred Stock set forth opposite such Seller's name on Schedule 2.2(a), under the column --------------- heading "Initial Consideration Shares" (the "Initial Consideration Shares"). Purchaser shall, concurrently therewith, deposit into the Escrow certificates representing the number of shares of Series I Preferred Stock set forth opposite such Seller's name on Schedule -------- 2.2 (a) under the column heading "Escrow Shares" (the "Escrow Shares"). ------ The Escrow Shares shall be released to Sellers or Purchaser, as the case may be, pursuant to the terms and conditions of this Agreement and in particular, subject to Sections 2.2(c) and 2.12, the Purchase Consideration for all of the Purchased Shares shall be comprised ofEscrow Agreement. (b) On the Second Closing Date: (i) in the event that the Trigger Event is the completion of the Measurement Period following the IPO, Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of a number of Village Farms shares of Common Stock, if any, which, when added to the Common Stock received by Sellers following conversion of the Initial Consideration Shares (the “Share Tranche 1 Consideration”"Converted Initial Consideration Shares") corresponding to an aggregate issuance price of $22,100,000 equals the Aggregate Purchase Price divided by a price per Village Farms Share equal to the higher of (A) US$12.00 or (B) Average Price; provided that, if the ten (10)-day VWAP of Village Farms Shares traded Market Capitalization is less than $13.5 billion, then on the NASDAQ or another exchange according to Bloomberg as of the last trading day prior to the Second Closing Date (the “Share Tranche 1 Issuance Price”), Purchaser shall deliver to each Seller a portion certificate representing such Seller's Portion of which equal to a number of Village Farms shares of Common Stock such that, such shares together with the Converted Initial Consideration Shares corresponding to an aggregate purchase price equals 7.4% of $2.5 Million divided by Purchaser's Common Stock on a Fully-Diluted Basis following such issuance on the Share Tranche 1 Issuance Price shall be held in escrow (Second Closing Date less the “Escrowed Shares”), plusOption Amount; (ii) in the event that the Trigger Event is the Acquisition of Purchaser by a publicly listed company and the Series I Preferred Stock has converted to Common Stock, Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of a number of Village Farms Shares (shares of Common Stock on the “Share Tranche 2 Consideration” and together with Second Closing Date, if any, which, when added to the Share Tranche 1 ConsiderationCommon Stock then held by Sellers, equals the “Share Consideration”) corresponding to (A) an aggregate issuance price of $10,000,000, Aggregate Purchase Price divided by (B) the Acquisition Price; provided that, if the Market Capitalization is less than $13.5 billion, then on the Second Closing Date Purchaser shall deliver to each Seller a price per Village Farms Share equal certificate representing such Seller's Portion of a number of shares of Common Stock which, when added to the ten (10)-day VWAP Converted Initial Consideration Shares, equals 7.4% of Village Farms Shares traded Purchaser's Common Stock on a Fully-Diluted Basis following such issuance less the NASDAQ or another exchange according to Bloomberg as of the last trading day prior to the Closing Date (the “Share Tranche 2 Issuance Price”), plusOption Amount; (iii) cash in an amount the event that the Trigger Event is the Acquisition of Purchaser by a publicly listed company and the Series I Preferred Stock has not converted to Common Stock, Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of a number of shares of Series I Preferred Stock on the Second Closing Date, if any, which, when added to the Series I Preferred Stock then held by Sellers, entitles Sellers to obtain upon conversion a number of Shares of Common Stock equal to the Aggregate Purchase Price divided by the Acquisition Price; provided that, if the Market Capitalization is less than $19,900,00013.5 billion, minus then on the Second Closing Date Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of a number of shares of Series I Preferred Stock which, when added to the Initial Consideration Shares, entitles Sellers to obtain upon conversion 7.4% of Purchaser's Common Stock on a Fully-Diluted Basis following such issuance less the Option Amount. (iiv) In the Debt Cash Repaymentevent that the Trigger Event is (w) an Acquisition by a company which is not publicly listed, minus (iix) a Major Issuance or (y) a Purchaser Election and in any such case the Closing Transaction ExpensesSeries I Preferred Stock has converted to Common Stock, minus Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of a number of shares of Common Stock, if any, which, when added to the Converted Initial Consideration Shares, equals 8.0% of Purchaser's Common Stock on a Fully-Diluted Basis following such issuance less the Option Amount (iiibut prior to giving effect to any issuance of Common Stock in connection with such Trigger Event); and (v) $2.5 millionIn the event that the Trigger Event is (w) an Acquisition by a company which is not publicly listed, which amount (x) a Major Issuance or (y) a Purchaser Election and in any case the Series I Preferred Stock has not converted to Common Stock, Purchaser shall be held deliver to each Seller a certificate representing such Seller's Portion of a number of shares of Series I Preferred Stock, if any, which, when added to the Initial Consideration Shares, entitles Sellers to obtain upon conversion 8.0% of Purchaser's Common Stock on a Fully-Diluted Basis following such issuance less the Option Amount (but prior to giving effect to any issuance of Common Stock in escrow in accordance connection with such Trigger Event) (as the case may be, the "Additional Consideration Shares" and, together with the Escrow Agreement (Shares, and the “Escrowed Cash”)Initial Consideration Shares or the Converted Initial Consideration Shares, (collectivelyas the case may be, the “Closing Cash Payment”"Consideration Shares"). (b) Notwithstanding anything else in this Agreement, the Purchaser shall have the sole unfettered discretion to replace at any time any portion of the Share Consideration with an equivalent cash amount payable as at the same date as such Share Consideration is required to be paid pursuant to this Agreement. (c) Notwithstanding anything else in this Agreement, only whole Village Farms Shares (including for greater clarity the Escrowed Shares) shall be issued pursuant to this Agreement and the number of Village Farms Shares to be issued at any time to a Seller or to the Escrow Agent hereunder shall be rounded up or down to the nearest whole number, if applicable.

Purchase Consideration. At the Closing, the Parent and the Buyer will make or cause to be made the following distributions and payments of the Estimated Closing Purchase Consideration: (a) Subject the Buyer will make the following payments of the cash portion of the Estimated Closing Purchase Consideration by wire transfer of immediately available funds in accordance with such wire instructions as provided by the Seller pursuant to Section 2.03 hereof: (A) an amount equal to the outstanding Indebtedness to the respective holders thereof (to the extent not previously paid off by the Seller or the Target Entities) and in no case in an aggregate amount under clause (A), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; (B) an amount equal to the Transaction Expenses to the respective payees thereof (to the extent not previously paid by the Seller) and in no case in an aggregate amount under clause (A), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; (C) an aggregate amount equal to the Base Purchase Consideration in the amount set forth opposite the Seller’s name less any amounts paid under clause (A), clause (B), clause (D) and clause (E) below; (D) an amount equal to the Management Incentive Payments to the recipients thereof as set forth on Schedule IV; and (E) an amount equal to the Escrow Amount to the Escrow Agent. (b) the Parent will issue and deliver to the Seller or to other Persons designated in writing by the Seller (collectively, the “Warrant Recipients”), one or more duly executed warrant(s) (each, a “Warrant” and together, the “Warrants”) to purchase, subject to receipt of the Parent Shareholder Approval, (i) up to the number of shares of Parent Common Stock set forth opposite each Warrant Recipient’s name on Schedule 2.02(b) attached hereto for a total of 5,750,000 shares (which number of shares of Parent Common Stock may be reduced in the aggregate by the Warrant portion of the Escrow Amount pursuant to the terms and conditions of this Agreement such Warrant) and in particular(ii) up to 500,000 shares of Parent Common Stock to management of the Target Entities, subject to Sections 2.2(c) customary vesting provisions relating to their continued service with the Target Entities, as mutually agreed to by the Parent and 2.12the Seller, the Purchase Consideration for all of the Purchased Shares shall be comprised of: (i) a number of Village Farms Shares (the “Share Tranche 1 Consideration”) corresponding to an aggregate issuance price of $22,100,000 divided by a price per Village Farms Share equal to the higher of (A) US$12.00 or (B) the ten (10)-day VWAP of Village Farms Shares traded on the NASDAQ or another exchange according to Bloomberg as of the last trading day each in its sole discretion, prior to the Closing Date (the each, a “Share Tranche 1 Issuance PriceWarrant Share”), a portion with each Warrant Recipient to pay as consideration for the exercise of which equal to a number of Village Farms Shares corresponding to an aggregate purchase price of $2.5 Million divided by such Warrant the Share Tranche 1 Issuance Price shall be held in escrow (the “Escrowed Shares”), plusWarrant Exercise Price. Moreover: (ii) a number of Village Farms Shares (the “Share Tranche 2 Consideration” and together with the Share Tranche 1 Consideration, the “Share Consideration”) corresponding to (A) an aggregate issuance subject to receipt of the Parent Shareholder Approval, if, during the period commencing on the Closing Date and ending on the Warrant Expiration Date (as defined below), the closing price for the Parent Common Stock has not exceeded the sum of $10,000,000US$10.00 per share plus the Assumed Warrant Value for any fifteen (15) individual trading days (which may be non-consecutive) in any consecutive thirty (30) trading day period, with no further action by the holder thereof, at 11:59 pm Pacific Time on the Warrant Expiration Date, in exchange for the Warrant the Company will issue to the holder of the Warrant such number of shares of Parent Common Stock equal to (x) the number of Warrant Shares issuable upon exercise of the Warrant and payment of the Warrant Exercise Price per Warrant Share, multiplied by (y) fifty percent (50%) of the Assumed Warrant Value, divided by (z) the volume weighted average price of the Parent Common Stock for the thirty (30) trading days ending on the Warrant Expiration Date; (B) each Warrant shall include a price per Village Farms Share equal customary cashless exercise mechanism, and subject to the ten (10)-day VWAP of Village Farms Shares traded on the NASDAQ or another exchange according to Bloomberg as receipt of the last trading day prior to Parent Shareholder Approval, will be exercisable, in part or in whole, for a period of four (4) years after the Closing Date ("Warrant Expiration Date"); (C) Parent shall use commercially reasonable efforts to register the re-sale by each Warrant holder of the Warrant Shares under the Securities Act of 1933, as amended, and use commercially reasonable efforts to cause such registration to be effective with the SEC within 120 days of the Closing (the “Share Tranche 2 Issuance PriceWarrant Shares Registration”)) and to maintain such Warrant Shares Registration until such time as the Warrant Shares are permitted to be sold by each Warrant holder without volume or manner-of-sale restrictions under Rule 144 promulgated by the SEC under the Securities Act of 1933, plus (iii) cash in an amount equal to $19,900,000, minus as amended; provided that (i) in the Debt Cash Repaymentevent the Parent is contemplating in good faith an underwritten public offering of Parent Common Stock, minus the Parent may suspend the Warrant Shares Registration during the period commencing thirty (30) days prior to the Parent’s good faith estimate of the filing date of its registration statement in connection with such underwritten public offering and ending thirty (30) days after the effective date of the registration statement relating to such underwritten public offering; and (ii) Seller acknowledges and agrees that prior to the Closing Transaction ExpensesWarrant Shares Registration and during any period in which the Warrant Shares Registration is suspended pursuant to clause (i), minus (iii) $2.5 millionabove, or in which amount shall the Warrant Shares Registration may cease to be held in escrow effective in accordance with applicable law, the Escrow Agreement Warrant Shares shall be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws, and may only be transferred in accordance with clause (the “Escrowed Cash”D), (collectively, the “Closing Cash Payment”).below; (bD) in connection with any Warrant Shares Registration, each Warrant holder shall, as a condition precedent to receiving the benefits of any Warrant Shares Registration, (i) truthfully, accurately and completely provide to the Parent any and all information concerning the applicable Warrant holder and/or its affiliates or controlling persons as the Parent may reasonably request in connection with the Warrant Shares Registration; and (ii) agree to indemnify, defend and hold harmless the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives (“Representatives”) from and against any and all against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any such registration statement, prospectus, offering circular or other document, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Parent by such Warrant holder and stated to be specifically for use therein; and each such Warrant holder will reimburse the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; (E) Seller acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each of the Warrant Shares, have been issued in a private placement transaction exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, and shall be deemed to be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws; Seller further acknowledges and agrees that each Warrant and each of the Warrant Shares may only be offered, sold or otherwise transferred pursuant to an effective registration statement or an applicable exemption thereto; Seller further acknowledges and agrees that Parent may require each Warrant holder to make customary investor representations, warranties and certifications to Parent as a condition to the issuance to each such Warrant; and Seller further acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each certificate evidencing Warrant Shares, may include the following legend (in addition to any other legends that Parent may determine to be required under applicable Laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE ISSUER OF SUCH SECURITIES HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO IT AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED; (F) the Warrants and Warrant Exercise Price shall be proportionately adjusted as appropriate in the event of any stock split, stock dividend or similar event with respect to the Parent Common Stock; (G) Seller acknowledges and agrees that the Warrants shall provide that no Warrant may be sold, assigned, hypothecated or otherwise transferred prior to the exercise of such Warrant by a Warrant holder other than to an Affiliate of such Warrant holder; and (H) Notwithstanding anything else in this Agreement, the Purchaser shall have the sole unfettered discretion to replace at any time any portion of the Share Consideration with an equivalent cash amount payable as at the same date as such Share Consideration is required to be paid pursuant to this Agreement. (c) Notwithstanding anything else in this Agreement, only whole Village Farms Shares (including for greater clarity the Escrowed Shares) shall be issued pursuant to this Agreement and the number of Village Farms Shares to be issued at any time to a Seller or to the Escrow Agent hereunder shall contrary set forth above, Seller agrees that no Warrant may be rounded up or down to the nearest whole numberexercised, if applicableand no Warrant may be exchanged for Parent Common Stock under subsection (A) above, unless and until Parent Shareholder Approval has been obtained.